Can a Purchase and Sale Agreement be electronically signed?

Yes. Electronic signatures are generally binding under the ESIGN Act (15 U.S.C. §7001) and UETA in most states; ensure the transaction is not one of the listed exceptions such as wills or certain court orders.

When is notarization required?

Notarization is typically required for deeds and certain conveyance documents. Counties and states may impose additional rules; consult the county recorder or state notary requirements for execution specifics.

How do I fix a signing error after execution?

Corrective options include a signed amendment, ratification by the affected party, or a corrective deed. Material errors may require re-execution or a recorded corrective instrument.

Are witness signatures required?

Witness requirements vary by state and document type; for example, Florida often requires two witnesses for deeds while many states require none. Verify state law before finalizing execution.

What makes an e-signature legally valid?

Legal validity rests on intent to sign, consent to electronic records, attribution to the signer, and record retention ability per the ESIGN/UETA framework; include an electronic consent disclosure for consumer-facing transactions.

How long should I keep the signed agreement?

Retain originals at least through the active term plus a recommended minimum: 3 years for general records (IRC §6501(a)), 6 years for HIPAA-related records (45 CFR §164.530(j)), and longer where state law or lender requirements dictate.

Electronic Signature
Templates
Other
Purchase and Sale Agreement

Purchase and Sale Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

EXCHANGE AGREEMENT

This Agreement, made as of the day of , 20 between

(referred to herein as "Owner"), and

(referred to herein as "Exchangor").

WITNESSETH:

WHEREAS, the Owner has executed a contract for the sale of certain real property located in , County, . The contract is attached to this agreement as Exhibit A. The Owner desires to exchange the property covered by the contract for other real property of like kind within the meaning of I.R.C. § 1031 and to qualify the exchange as a nonrecognition transaction under I.R.C. § 1031.

WHEREAS, Treas. Reg. § 1.1031(k)-1(g)(4) provides for a "qualified intermediary" safe harbor for determining whether a transaction qualifies as a like-kind exchange. It is the desire of the parties to this Exchange Agreement to meet the conditions of this safe harbor.

WHEREAS, the parties to this Exchange Agreement desire to enter into an exchange agreement as required by Treas. Reg. § 1.1031(k) 1(g)(4) and to otherwise qualify the contemplated transactions under the qualified intermediary safe harbor provided in the above regulations.

THEREFORE, in consideration of the mutual promises herein contained, Owner and Exchangor agree as follows:

FIRST

A. Assignment of Contract Rights to Transfer Relinquished Property. Owner hereby assigns to Exchangor all of the Owner's rights in the contract attached as Exhibit A. The purpose of the assignment of the contract rights is for the Exchangor to be treated as acquiring and transferring the property covered by the contract as provided in the regulations cited above. The Exchangor shall in no way assume the obligations under the contract or any potential liability of the Owner, or any other person, in connection with the contract or the underlying property. Title to the property covered by the contract will be conveyed directly from the Owner to the buyer under the contract.

B. Notice to Party of Contract to Transfer Relinquished Property. Owner represents that it has, or will, on or before the closing date for the assigned contract, provide notice to the other party to the contract that the Owner's rights in the contract have been assigned as set out herein. The form of the notice shall be as set out in Exhibit B. Copies of said notice shall be sent to the Exchangor.

C. Amount Received on Closing. The amount received on the closing of the above contract shall go directly to the Exchangor to be deposited and used as set out herein. The Exchangor does not have to attend the closing.

D. Contract to Acquire Replacement Property or Properties. Owner shall attempt to enter into a contract for the acquisition of replacement property. If such contract is executed, the Owner shall then assign his rights under the contract to the Exchangor. The purpose of the assignment will be for the Exchangor to be treated as acquiring and transferring the replacement property covered by the contract as provided in the regulations cited above. The Exchangor shall in no way assume the obligations under the contract or any potential liability of the Owner, or any other person, in connection with the contract or the underlying property.

E. Notice to party of Contract to Acquire Replacement Property. Owner represents that it will, before the closing date of any contract for purchase of replacement property, provide notice to the seller(s) of such property that the Owner's rights in the contract have been assigned to the Exchangor. The form of the notice shall be essentially the same as that set out in Exhibit B. Copies of the notice shall be sent to the Exchangor.

SECOND

A. Deposit into Escrow Account. Upon closing of the contract subject to the assignment herein, the amount received shall be deposited with the Exchangor. The amount received on the closing of contract will be the sales price of the covered property less any commissions and closing costs charged to the Owner. The total amount to be deposited will be approximately Forty Thousand Dollars ($40,000.00). The Exchangor shall establish one account styled Escrow Account. The amount received on the closing of the contract shall be deposited in the account so established. The amount to be deposited is hereinafter referred to as the Escrowed Funds. The Exchangor shall hold the Escrowed Funds in accordance with the terms and provisions set forth herein. The Owner shall have no rights to receive, pledge, borrow, or otherwise obtain the benefit of the Escrowed Funds, except as set out herein.

B. Identification of Property to be Acquired. No later than forty-five (45) days after the closing of the contract attached as Exhibit A, the Owner shall identify by written notice to the Exchangor the replacement property to be acquired with the Escrowed Funds. The identification shall be as provided in Treas. Reg. § 1.1031(k)-1(c). This Exchange Agreement shall automatically terminate if suitable like-kind exchange property is not properly identified within forty-five (45) days of the date of the closing of the contract attached as Exhibit A or if replacement property is not received by the Owner within the time limit stated in paragraph C of this Article SECOND.

C. Acquisition of Property. No later than one hundred and eighty (180) days after the closing of the contract attached as Exhibit A, the replacement property shall be received by the Owner or this Exchange Agreement shall terminate. If the Owner properly identifies replacement property as provided in Treas. Reg. § 1.1031(k)-1(c), executes a contract to purchase the replacement property, and assigns his rights under such contract to the Exchangor as discussed in Paragraph D of Article FIRST, the Exchangor shall be obligated to apply the Escrowed Funds to the purchase of such replacement property. The Exchangor shall not be authorized to disburse money from escrow under any other circumstance, except as otherwise provided herein. Any closing costs, attorney's fees or additional costs related to the acquisition of the replacement property may be paid from the Escrowed Funds or by the Owner.

In the event the Escrowed Funds are insufficient to purchase the replacement property identified by the Owner, the Owner shall contribute additional funds for such purpose, or shall arrange financing sufficient to allow the acquisition of such property. In no event shall Exchangor have any liability for any financing so arranged by the Owner, nor shall the Exchangor have any responsibility or obligation to arrange other financing or provide additional funds with which to acquire the replacement property identified by the Owner.

In the event the Owner's Escrowed Funds exceed the purchase price of the replacement property, and the other costs and expenses of acquiring such property, the Exchangor shall distribute such funds to the Owner. Such distribution shall take place immediately upon the closing of the acquisition of the replacement property. In the event there are excess funds or interest, such amounts shall be distributed to the Owner at that time.

D. Disbursement of Escrowed Funds upon the Owner's Failure to Identify Replacement Property or upon Failure to Acquire Replacement Property. Upon either: (1) the Owner's failure within the time allowed in Paragraph B of this Article SECOND to properly identify replacement property, or (2) failure, for whatever reason, to complete the acquisition of the identified replacement property within the time limitation set forth in paragraph C of this Article SECOND, the Exchangor shall distribute the Escrowed Funds and interest to the Owner, less the Exchangor's fee. The Exchangor shall have no liability to any party in the event any of the closings or exchanges contemplated by this Exchange Agreement are not closed and consummated for any reason.

E. Investment of Escrowed Funds. During the period that the Escrowed Funds are on deposit with the Exchangor, the Exchangor shall invest the Escrowed Funds in an interest- bearing money market account(s).

F. Owner's Escrowed Funds. The Escrowed Funds to which the Owner is entitled under the terms of this Exchange Agreement shall be the sale proceeds, less any commissions and closing costs charged to the Owner, as set forth in Paragraph A of this Article SECOND, and less the Exchangor's fee, plus any interest on the Escrowed Fund.

G. Liability of Exchangor. Nothing in this Exchange Agreement shall obligate the Exchangor to pay or transfer any money unless the same has first been received by the Exchangor pursuant to the provisions herein. The Exchangor is to act as depository only, and is not responsible or liable in any manner for the insufficiency, correctness, genuineness or validity of any instrument deposited with it, or with respect to the form or execution of same or identity, authority, or right of any person executing, depositing or receiving same. The Exchangor shall use reasonable diligence and care in the performance of its obligations hereunder. The Exchangor shall be fully protected with respect to any action taken in accordance herewith or transacted in good faith. The Exchangor shall not be bound or any way affected by any notice of any modification, cancellation, abrogation or rescission of this Agreement, or any amendments thereto, or of any factor or circumstance affecting or alleged to affect the rights or liabilities of the parties other than as in this Agreement, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in writing, delivered to it, signed by all parties to this Agreement, and by all such other persons; nor, in the case of a modification to this Agreement, unless such modification shall be approved in writing by the Exchangor.

H. Resolution of Dispute. If there is a disagreement between the Exchangor and the Owner, or any other person or party, resulting in adverse claims and demands being made in connection with or for any documents, money or property involved, or affected, the Exchangor shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and in so refusing to make any delivery or other disposition of any documents, money or property involved, or affected, the Exchangor shall not be or become liable for its refusal to comply with such conflicting or adverse demands, and the Exchangor shall be entitled to refuse or refrain to act until:

(a) All differences shall have been adjusted by agreement and Exchangor shall have been notified in writing, signed by all the parties interested, or

(b) The rights of the adverse claimants shall have been fully adjudicated in a court assuming and having jurisdiction of the parties and documents, money and property involved or affected. Exchangor is given the right to bring an action in interpleader in such a court to resolve the rights of the adverse claimants to the documents, money and property deposited with it pursuant to this Agreement.

I. Indemnification. The Owner agrees to indemnify and hold harmless the Exchangor from and against any and all losses, costs, damages, liabilities or expenses, including cost of reasonable attorney's fees to which the Exchangor may be put or which it may incur by reason of or in connection with this Agreement; provided, however, that the Owner shall not indemnify the Exchangor with respect to any such losses, costs, damages, liabilities or expenses occasioned by the Exchangor's gross negligence or willful or wanton acts. The Owner agrees not to bring any claim against the Exchangor provided the Exchangor carries out this Exchange Agreement in accordance with the terms of such Agreement.

J. Exchangor Fee. The Exchangor shall receive a fee of Two Hundred and Fifty Dollars ($250.00) as compensation for its services hereunder, which fee may be paid from the Escrowed Funds. Such fee shall be paid as soon as funds are received by the Exchangor.

K. Resignation of Exchangor. The Exchangor may resign upon giving thirty (30) days notice to the Owner. In the event of such resignation, a new Exchangor shall be immediately designated by the Owner. In such event, the Escrowed Funds shall be transferred directly to the successor Exchangor subject to the terms of this Agreement, less any amounts owed to the present Exchangor.

L. Notices. All notices sent pursuant to this Agreement shall be in writing, signed by the party sending the notice, and shall be sent First Class mail, postage prepaid, or hand delivered to the recipient. For purposes of this Agreement, notice shall be sent to the parties at the following addresses:

Owner:

Exchangor:

IN WITNESS WHEREOF, the parties have signed this Exchange Agreement on the day and year first written above.

Owner

Exchanger

What a Purchase and Sale Agreement Is

A Purchase and Sale Agreement is a legally binding contract that sets the terms for transferring ownership of property or goods from a seller to a buyer. It records essential terms such as the purchase price, earnest money, contingencies (inspection, financing, title), closing date, and any seller or buyer obligations. The agreement defines conditions for delivery, risk allocation, representations and warranties, remedies for breach, and how closing and post-closing tasks are handled. Parties commonly use it to document expectations and create enforceable rights prior to closing.

Why a Clear Agreement Matters

A precise Purchase and Sale Agreement reduces ambiguity, allocates risk, and preserves remedies if a transaction fails. It guides lenders, title companies, and insurers, and helps avoid post-closing disputes by documenting agreed conditions and timelines.

Typical Parties and Professionals Involved

Common participants include buyers, sellers, real estate brokers or agents, lenders, title officers, and closing attorneys.

Individual buyers and sellers, often represented by real estate agents or attorneys for negotiation and closing support.
Commercial buyers and sellers, where corporate counsel, escrow agents, and accountants review allocation of liabilities and closing deliverables.
Lenders, title companies, and insurers, who require clear contract terms to underwrite loans, clear title, and issue policies.

Each participant relies on the agreement to trigger financing, title work, inspections, and recording; accuracy reduces closing delays and post-closing risk.

Who Signs and Why

Buyer — Individual

A buyer signs to accept price, contingencies, and deadlines. Signature creates enforceable obligation to close if all conditions are satisfied and financing is obtained.

Seller — Individual/Entity

A seller signs to transfer rights subject to performance and closing deliverables; corporate sellers must ensure authorized signatory and supporting corporate resolutions.

Core Elements to Include

A professional Purchase and Sale Agreement organizes the deal into clear, enforceable sections so parties, title, and lenders can act without further interpretation.

Parties

Full legal names and entity types for buyer and seller, including state of formation and any agent or trustee information when an entity signs.

Property Description

Legal description or VIN for goods, street address, and parcel number where applicable; exhibits may attach full metes-and-bounds language or schedules.

Purchase Price

Total price, allocation (cash, financing, assumed obligations), and earnest money amount with deposit handling and release conditions.

Contingencies

Inspection, financing, title review, appraisal, and other conditions with firm deadlines and procedures to remove or extend contingencies.

Closing Mechanics

Closing date, time, place, escrow agent, prorations, closing costs allocation, and required delivery items from each party.

Remedies

Available remedies for default such as specific performance, forfeiture of earnest money, or termination; include dispute resolution provisions if desired.

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare a Purchase and Sale Agreement suitable for review by title and lenders.

01

Gather Information: Collect IDs, legal descriptions, payoff statements, and seller disclosures.
02

Draft Terms: Set price, contingencies, closing mechanics, and prorations clearly.
03

Attach Exhibits: Include surveys, seller disclosures, fixtures list, and financing addenda.
04

Sign and Exchange: Execute signatures, deliver earnest money, and route to escrow or title.

Configuring an Online Workflow

Set up routing, signer roles, and required fields so each participant receives the correct document at the right time.

Field	Configuration
Signer Order	Define buyer, seller, lender sequence to avoid premature signatures.
Required Fields	Mark names, dates, and signatures as mandatory to prevent incomplete returns.
Authentication	Enable email or SMS code verification for signer attribution.
Audit Trail	Capture timestamps, IP addresses, and action history for enforceability.

Where to Send the Completed Agreement

After execution, distribute copies to the escrow/title company, lender, and both parties to begin closing tasks.

Escrow/Title: Send signed originals or certified electronic copies to open escrow and begin title searches.
Lender: Provide executed agreement and exhibits to the lender for underwriting and commitment.
Buyer/Seller Counsel: Distribute for final review of payoff, prorations, and closing deliverables.
Recording Office: After closing, submit deed and required documents to county recorder for official recording.

Digital Signing and File Requirements

Use a platform that supports PDF and Word uploads, audit trails, and role-based signer workflows.

File Formats: PDF and DOCX supported; keep exhibits as separate, labeled attachments.
Integrations: Connect to title systems, Google Workspace, or Microsoft 365 for document transfer.
Authentication Options: Email, SMS code, and advanced methods available for stronger signer verification.

Ensure the provider stores an audit trail and produces a certificate of completion to support enforceability and closing verifications.

Common Deadlines and Timing Expectations

Key dates govern contingency removal, financing, closing, and recording; missing them can have material consequences.

Inspection Contingency Deadline:

Typically 7–14 days after effective date to complete inspections and request repairs.

Financing Contingency Deadline:

Deadline for loan approval often 21–30 days from effective date; varies by lender.

Closing Date:

Set as MM/DD/YYYY in the contract; all closing deliverables due at closing.

Title Cure Period:

Title objections commonly have a defined cure period, often 10–30 days before closing.

Recording Timeline:

Deed recorded after closing; county processing varies from same day to several weeks.

Key Milestones from Offer to Recording

Sequential milestones show major stages and what each stage requires to move forward toward closing.

01

Offer Accepted

Agreement signed and earnest money submitted to open escrow.

02

Contingency Period

Inspections, financing, and title review completed or removed.

03

Final Closing Preparations

Prorations, payoffs, and closing statement finalized.

04

Closing and Recording

Funds exchanged, documents executed, and deed recorded with county.

Common Preparation Mistakes to Avoid

Using informal or incomplete property descriptions that differ from title records, which can prevent recording and delay closing.
Failing to verify signatory authority for entities, leading to later challenges and potential need for ratification or corrective documents.
Overlooking lender-required clauses or addenda, which can cause financing conditions to fail and the buyer to lose deposit.
Missing or misdating contingency and closing deadlines, creating disputes about whether a right to terminate existed.

Risks and Consequences of Errors

Recording Failure: Title defects and loss of priority.

Title Objection: Closing delay or cancellation.

Loan Denial: Buyer may forfeit earnest money.

Contract Breach: Exposure to damages or specific performance.

Tax Liabilities: Improper reporting can trigger IRS penalties.

Notary Irregularity: Challenge to validity of executed instrument.

Real-World Examples of Online Execution

Organizations across scales and sectors use digital workflows to execute Purchase and Sale Agreements with comparable legal protections.

Martin Properties

A small brokerage moved signatures online to speed closings and reduce travel for clients.

Mobile and offline signing supported timely execution.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Optica Ventures LLC

A venture operator standardized purchase agreements across portfolios to reduce review time.

Templates enforced required clauses consistently.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Supporting Documents and Export Options

Maintain clear exhibits and export signed packages in standard formats so title, lenders, and counsel can process closing files without conversion errors.

Exhibits

Attach survey, legal description, fixture lists, and payoff letters as separate exhibits and label them consistently for easy reference at closing.

Escrow Instructions

Include escrow and closing instructions as part of the executed package to avoid ambiguity for disbursements and prorations.

Download Formats

Export executed agreements as searchable PDF/A and as DOCX for internal records or redlining; keeping a tamper-evident copy is recommended.

Closing Package

Consolidate signed agreement, exhibits, title commitment, and payoff statements into a single labeled closing package for recording and audit.

eSignature Vendor Pricing Snapshot

Comparative pricing and feature highlights to consider for executing Purchase and Sale Agreements electronically; signNow is listed first per vendor ordering.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Practical Tips for Accurate and Efficient Completion

Adopt consistent templates, enforce mandatory fields, and confirm signatory authority to reduce rework and closing delays.

Use Standardized Templates

Develop and use firm-approved templates with required clauses and exhibits to ensure consistency and reduce legal review time on routine transactions.

Validate Signer Authority

For entities, attach a recent certificate of good standing or corporate resolution and confirm the signer’s capacity before closing.

Lock Critical Fields

Make names, effective date, purchase price, and signature fields required and read-only after placement to avoid accidental edits.

Preserve Audit Trail

Keep the certificate of completion and audit log with executed documents to support enforceability and lender or title company requests.

Frequently Asked Questions and Problem Resolution

Answers to common execution, enforceability, and correction issues when preparing or signing Purchase and Sale Agreements.

Need help? Contact support

Can a Purchase and Sale Agreement be electronically signed?
Yes. Electronic signatures are generally binding under the ESIGN Act (15 U.S.C. §7001) and UETA in most states; ensure the transaction is not one of the listed exceptions such as wills or certain court orders.
When is notarization required?
Notarization is typically required for deeds and certain conveyance documents. Counties and states may impose additional rules; consult the county recorder or state notary requirements for execution specifics.
How do I fix a signing error after execution?
Corrective options include a signed amendment, ratification by the affected party, or a corrective deed. Material errors may require re-execution or a recorded corrective instrument.
Are witness signatures required?
Witness requirements vary by state and document type; for example, Florida often requires two witnesses for deeds while many states require none. Verify state law before finalizing execution.
What makes an e-signature legally valid?
Legal validity rests on intent to sign, consent to electronic records, attribution to the signer, and record retention ability per the ESIGN/UETA framework; include an electronic consent disclosure for consumer-facing transactions.
How long should I keep the signed agreement?
Retain originals at least through the active term plus a recommended minimum: 3 years for general records (IRC §6501(a)), 6 years for HIPAA-related records (45 CFR §164.530(j)), and longer where state law or lender requirements dictate.

Explore Templates

Unintended Client and Non-Engagement Letters for Attorneys Letter Seeking Default Judgment in Divorce

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now